CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


LICENSE
AGREEMENT


 


THIS
LICENSE Agreement (“Agreement”) is entered into this 17th day of August, 2017 (the “Effective
Date”) by and between BIOTIME, INC., a California corporation, having its principal place of business at 1010 Atlantic Avenue,
Suite 102, Alameda, CA 94501 (“BioTime”), and AGEX THERAPEUTICS, INC., a Delaware corporation,
having its principal place of business at 1010 Atlantic Avenue, Suite 102, Alameda, CA 94501 (“AgeX”).


 


WITNESSETH


 


WHEREAS,
BioTime has developed certain HyStem Patents and has developed products Covered by the Hystem Patents (as defined below);


 


WHEREAS,
AgeX is an Affiliate of BioTime; and


 


WHEREAS,
AgeX wishes to obtain from BioTime a license under certain rights for the commercial development, production, manufacture, use
and sale of certain products that are Covered by the HyStem Patents, and BioTime is willing to grant such a license upon the terms
and conditions hereinafter set forth.


 


NOW
THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, the parties hereby agree
as follows:


 


ARTICLE
1. DEFINITIONS


 


1.1       “Actively
Commercializing” has the meaning set forth in Section 5.1.


 


1.2       “Affiliate”
means with respect to BioTime, AgeX or a Third Party, as the case may be, any Person or other entity that directly or indirectly
controls, is controlled by or is under common control with such other Person. For the purpose of this definition, “control”
means (a) the possession of the power to direct or cause the direction of the management and policies of such Person, whether
through ownership of voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly, of more than fifty
percent (50%) of the voting securities or other ownership interest of such Person.


 


1.3       “AgeX
Cellular Product” means any HyStem Product that contains a Therapeutic Cell and is Covered by a Valid Claim of the
PureStem Patents, Brown Fat/Vascular Patents, or ESI Patents.


 




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1.4       “AgeX
Field” means all uses for the treatment, palliation, diagnosis, or prevention of any human disease, disorder or
health condition excluding the BioTime Exclusive Field. For clarity, the AgeX Field shall not include veterinary medicine or animal
health.


 


1.5       “AgeX
iTR Product” means any HyStem Product that contains a Cell Product and is and is Covered by a Valid Claim of the
iTR Patents.


 


1.6       “AgeX
Product” means an AgeX iTR Product or AgeX Cellular Product.


 


1.7       “AgeX
Method” means a HyStem Method necessary for the use or manufacture of an AgeX iTR Product or AgeX Cellular Product.


 


1.8       “BioTime
Exclusive Field” means products, medical devices, and services for the prevention, treatment, amelioration, diagnosis
or monitoring of (a) orthopedic indications, meaning [***]; (b) ophthalmological indications, meaning [***]; and (c) medical aesthetics
meaning [***].


 


1.9       “BioTime
Non-Exclusive Field” means products, medical devices, and services for the prevention, treatment, amelioration,
diagnosis or monitoring of disorders, degeneration, congenital conditions, or injuries of tendon, in each case, humans. For the
avoidance of doubt, the BioTime Non-Exclusive Field does not include the prevention, treatment, amelioration, diagnosis or monitoring
of disorders, degeneration, congenital conditions, or injuries of an orthopedic indication.


 


1.10       “Brown
Fat/Vascular Patents” means those patents listed on Exhibit A.


 


1.11       “Cell
Product” means any cell-based product that is intended for use as a therapeutic agent in humans.


 


1.12       “Change
of Control” means the occurrence of any of the following: (a) (a) any consolidation or merger of AgeX with or into
any Third Party, or any other corporate reorganization involving a Third Party, in which those persons or entities that are stockholders
of AgeX immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the surviving entity’s
voting power immediately after such consolidation, merger or reorganization; (b) a change in the legal or beneficial ownership
of fifty percent (50%) or more of the voting securities of AgeX (whether in a single transaction or series of related transactions)
where, immediately after giving effect to such change, the legal or beneficial owner of more than fifty percent (50%) of the voting
securities of AgeX is a Third Party; or (c) the sale, transfer, lease, license or other disposition of all or substantially all
of AgeX’s assets or business (or that portion thereof related to AgeX Products) in one or a series of related transactions
to a Third Party.


 


1.13       “Commercialization”
in respect of a particular product, any and all activities (whether before or after receipt of marketing approval in respect of
the product, medical device or service) directed to the marketing, detailing and promotion of the product or medical device after
marketing approval for such product has been obtained, and includes marketing, promoting, detailing, distributing, offering to
commercially sell and commercially selling the product, medical device or service, importing, exporting or transporting the product
or medical device for commercial sale, and regulatory affairs with respect to the foregoing. When used as a verb, “Commercializing”
means engaging in Commercialization and “Commercialize” and “Commercialized”
shall have corresponding meanings.


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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1.14       “Commercially
Reasonable Efforts” means, with respect to the efforts to be expended by any party and with respect to any objective,
the reasonable, diligent, good faith efforts to accomplish such objective as such party would use in its ordinary course of business
to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, development,
or exploitation as used herein, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts
and resources reasonably and normally used in the Research, Development and Exploitation by biopharmaceutical companies for a
product that is of similar market potential and at a similar stage in its Development or product life, taking into account, without
limitation, issues of safety, efficacy, product profile, competitiveness in the marketplace, including efforts used by similarly
positioned competitors for competing products, regulatory structure involved, optimal timing for market entry, proprietary position,
and other relevant scientific, technical, business, marketing, return on investment, financial resources, and other commercial
factors. Without limiting the generality of the foregoing, “Commercially Reasonable Efforts, as it applies to the financial
matters herein, means adherence to the budgeting and staffing targets and timelines (to the extent adherence to such activities
and timelines are controllable by the party responsible for performing such activities).


 


1.15       “Confidential
Information” means all information and know-how and any tangible embodiments thereof provided by or on behalf of
one party to the other party either in connection with the discussions and negotiations pertaining to this Agreement or in the
course of performing under this Agreement, which may include data, knowledge, practices, processes, ideas, research plans, formulation
or manufacturing processes and techniques, scientific, manufacturing, marketing and business plans, and financial and personnel
matters relating to the disclosing party or to its present or future products, sales, suppliers, customers, employees, investors
or business; provided, that, information or know-how of a party will not be deemed Confidential Information of such party for
purposes of this Agreement if such information or know-how: (a) was already known to the receiving party, other than under an
obligation of confidentiality or non-use, at the time of disclosure to such receiving party, as can be shown by written records;
(b) was generally available or known to parties reasonably skilled in the field to which such information or know-how pertains,
or was otherwise part of the public domain, at the time of its disclosure to such receiving party; (c) became generally available
or known to parties reasonably skilled in the field to which such information or know-how pertains, or otherwise became part of
the public domain, after its disclosure to such receiving party through no fault of the receiving party; (d) was disclosed to
such receiving party, other than under an obligation of confidentiality or non-use, by a Third Party who had no obligation to
the disclosing party not to disclose such information or know-how to others, as can be shown by written records; or (e) was independently
discovered or developed by such receiving party, as can be shown by its written records, without the use or benefit of, or reliance
on, Confidential Information belonging to the disclosing party.


 


1.16       “Control”
means, with respect to any Patent(s), possession of the right, whether directly or indirectly, and whether by ownership, license
or otherwise, to grant a license, sublicense or other right to or under such Patent(s) as provided for herein or, in the case
of ESI Patents or PureStem Patents, the applicable license agreement with BioTime or a BioTime Affiliate granting AgeX a license
or sublicense thereto , without violating the terms of any agreement or other arrangement with any Third Party.


 




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1.17       “Cover”
means (i) for purposes of the HyStem Patents, that a product, when made, used, or sold, or that a method, procedure, process,
when practiced, would constitute, but for the license granted to Licensee pursuant to this Agreement, an infringement of any claim
or claims included within the HyStem Patents and (ii) for purposes of any Brown Fat/Vascular Patent, ESI Patent, iTR Patent, or
PureStem Patent, that the use, manufacture, sale, offer for sale, development, commercialization or importation of the subject
matter in question by an unlicensed entity would infringe a Valid Claim of such Brown Fat/Vascular Patent, ESI Patent, iTR Patent,
or PureStem Patent, as applicable.


 


1.18       “Development”
means all activities related to stability testing, process development, formulation, manufacturing scale-up, qualification and
validation, quality assurance/quality control, clinical studies, including manufacturing in support thereof, statistical analysis
and report writing, the preparation pre-submission and submission of INDs, premarket approvals, 510(k)s, NDAs, BLAs, and other
regulatory applications, filings or submissions, regulatory affairs with respect to the foregoing, and all other activities necessary
or reasonably useful or otherwise requested or required by the FDA or a comparable foreign regulatory authority as a condition
or in support of obtaining or maintaining a regulatory marketing approval, or an approval for a clinical trial, anywhere in the
world. When used as a verb, “Develop” means to engage in Development.


 


1.19       
“Effective Date” has the meaning set forth in the opening paragraph of this Agreement.


 


1.20       “ESI
Patents” means those patents listed on Exhibit B.


 


1.21       “Exploit”
means, to Develop, Manufacture, Commercialize, make, have made, use, offer to sell, sell or import; and “Exploitation”
means Developing, Manufacturing, Commercializing, making, having made, using, offering to sell, selling or importing.


 


1.22       “FDA”
means the United States Food and Drug Administration, or any successor agency.


 


1.23       “HyStem
Method” means any method, procedure, process or other subject matter, the manufacture, use or sale of which is Covered
by any claim or claims included within the HyStem Patents.


 


1.24       “HyStem
Patents” means and include all of the following intellectual property: the United States patents and/or patent applications
listed in Exhibit E; United States patents issued from the applications listed in Exhibit E and from divisionals and continuations
(other than continuations-in-part) of these applications and any reissues of such United States patents; claims of continuation-in-part
applications and patents directed to subject matter specifically described in the applications listed in Exhibit E; and claims
of all foreign applications and patents which are directed to subject matter specifically described in the United States patents
and/or patent applications listed in Exhibit E.


 




    	4



    	 



    

 


1.25       “HyStem
Product” means any product, apparatus, kit or component part thereof, or any other subject matter, the manufacture,
use or sale of which is Covered by any claim or claims included within the HyStem Patents.


 


1.26       “Insolvent”
means being unable to meet one’s debt obligations to another Entity as such debt obligations become due and not being able
to provide reasonable financial assurances of becoming able to meet such obligations.


 


1.27       “iTR
Patents” means those Patents listed on Exhibit C.


 


1.28       “Manufacture”
and “Manufacturing” means, in respect of a particular pharmaceutical, bio-pharmaceutical, diagnostic,
or prognostic product, and without limitation, all activities related to the production, manufacture, processing, formulation,
filling, finishing, packaging, labeling, shipping, handling, holding, storage and warehousing of such product or any intermediate
thereof, including process development, process qualification and validation, scale-up, pre-clinical, clinical and commercial
manufacture and analytic development, product characterization, stability testing, quality assurance and quality control.


 


1.29       “Net
Sales” means gross revenue, monies, cash equivalent and/or transfer for any consideration, including revenue neutral
remuneration received by AgeX or its Affiliates, (as defined below), for (a) any AgeX Product sold or leased, and (b) services
performed using any AgeX Product or AgeX Method, in all cases, net of the sum of the following items directly attributable to
the sale of such AgeX Product or AgeX Method and specifically identified on the invoice, and borne by the seller : (1) cash, trade
or quantity discounts actually allowed; (2) sales, use, tariff, customs duties or other excise taxes directly imposed upon particular
sales; (3) outbound transportation charges prepaid or allowed; and (4) allowances or credits to third parties for rejections or
returns. An AgeX Product and services performed using a AgeX Product or AgeX Method shall be considered sold when billed out or
invoiced or, if not invoiced, when delivered or performed. There shall be no deductions from Net Sales for costs of commissions
or collections.


 


1.30       “Patents”
means (a) all national, regional and international patents and patent applications, including provisional patent applications;
(b) all patent applications filed either from such patents, patent applications or provisional applications or from an application
claiming priority from either of these, including divisionals, continuations, continuations-in-part, provisionals, converted provisionals
and continued prosecution applications; (c) any and all patents that have issued or in the future issue from the foregoing patent
applications ((a) and (b)), including utility models, petty patents and design patents and certificates of invention; (d) any
and all extensions (including patent term extensions) or restorations by existing or future extension or restoration mechanisms,
including revalidations, reissues, refilings, renewals, reexaminations and extensions (including any supplementary protection
certificates and the like) of the foregoing patents or patent applications ((a), (b), and (c)); and (e) any similar rights, including
so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or
patent of additions to any of such foregoing patent applications and patents, including any equivalents of the foregoing in any
part of the world.


 




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1.31       “Person”
means any individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity
or organization, including a government or political subdivision, department or agency of a government.


 


1.32       “PureStem
Patents” means those patents listed on Exhibit D.


 


1.33       “Qualified
AgeX Product” means an AgeX Product for which AgeX has, following the Effective Date, expended at least [***] in
the performance of Research directly concerning such AgeX Product.


 


1.34       “Research”
means performance of scientific experiments to answer questions not answerable or easily answerable through the published scientific
literature, pre-clinical and other non-clinical testing, test method development, and toxicology, formulation, and process development
work.


 


1.35       “Research
Product” means a HyStem Product that comprises [***] in the formats available as of the Effective Date.


 


1.36       “Territory”
means worldwide, where patent coverage applies.


 


1.37       “Therapeutic
Cell” means a human cell that has been differentiated beyond the pluripotent and progenitor stages and has been
developed to have direct therapeutic activity.


 


1.38       “Third
Party” means any Person other than AgeX, BioTime, or their respective Affiliates.


 


1.39       “Valid
Claim” means, in respect of any country: (a) any claim of an issued and unexpired Patent in such country that (i)
has not been held permanently revoked, unenforceable or invalid by a decision of a court or governmental agency of competent jurisdiction,
which decision is unappealable or unappealed within the time allowed for appeal and (ii) has not been abandoned, disclaimed, denied
or admitted to be invalid or unenforceable or disclaimer; and (b) a claim of a pending patent application in such country that
was filed and is being prosecuted in good faith and has not been abandoned or finally disallowed without the possibility of appeal
or re-filing of the application; provided that such prosecution has not been ongoing for more than ten (10) years.


 


ARTICLE
2. LICENSE GRANT AND RELATED OBLIGATIONS


 


2.1       License
Grant. Subject to the terms and conditions set forth herein, BioTime hereby grants to AgeX a non-exclusive, royalty-bearing
license in the Territory under the HyStem Patents to (i) perform Research with respect to AgeX Products in the AgeX Field and
(ii) use, sell, offer for sale, Develop, and Commercialize any Qualified AgeX Product in the AgeX Field. This grant is subject
to the payment by AgeX to BioTime of all consideration required under this Agreement.


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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2.2       Qualified
Product Limitations. For any given AgeX Product, AgeX agrees that neither AgeX, nor its Affiliates, may engage in any Development
or Commercialization of such AgeX Product until such time as such AgeX Product becomes a Qualified AgeX Product.


 


2.3       Sublicensing.
AgeX shall not be entitled to grant any sublicenses hereunder to any Affiliate or grant any Sublicenses hereunder to any Third
Party.


 


2.4       Research
Supply. BioTime shall use Commercially Reasonable Efforts to supply AgeX with such reasonable amounts of Research Product
as may be reasonably requested in writing by AgeX for the sole purposes of performing Research permitted under this Agreement.
AgeX shall pay BioTime for any such Research Product supplied hereunder at a price equal to BioTime’s reasonable, documented,
fully-burdened costs to manufacture and supply such AgeX Products to AgeX, with payment therefor to be made to BioTime within
[***] calendar days of its delivery thereof to AgeX.1


 


ARTICLE
3. TERM OF AGREEMENT


 


This
Agreement shall be in full force and effect from the Effective Date until the end of the term of the last-to-expire of the HyStem
Patents licensed under this Agreement unless otherwise terminated by operation of law or pursuant to the terms of this Agreement.


 


ARTICLE
4. FEES & ROYALTIES


 


4.1       Running
Royalty. As consideration for the license under this Agreement, AgeX shall pay to BioTime an earned royalty of [***] of Net
Sales. Earned royalties shall accrue in each country for the duration of the HyStem Patents in that country. If any patent or
any claim thereof included within the HyStem Patents shall be found invalid by a court of competent jurisdiction and last resort,
from which decision no appeal may be taken, AgeX’s obligation to pay BioTime royalties based on such patent or claim or
any claim patentably indistinct therefrom shall cease as of the date of such decision. AgeX shall not, however, be relieved from
paying BioTime any royalties, fees, expenses, or other liabilities that accrued prior to the date of such decision or that are
based on any of the HyStem Patents not the subject of such decision.


 


4.2       Minimum
Royalty. Commencing with the [***], if the amount paid or due under Section 4.1  with respect to Net Sales occurring
during such [***]period is less than [***], AgeX shall pay BioTime the difference between such amount paid or due under
Section 4.1  for Net Sales occurring during such [***] and [***]. Such payment shall be due within [***] of the end of such
[***] period.








 


1
NOTE: Parties to negotiate a customary and reasonable form of supply agreement providing for BioTime’s supply
of AgeX Products to AgeX for purposes of Development and Commercialization.


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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ARTICLE
5. COMMERCIAL DILIGENCE & MILESTONES


 


5.1       Commercial
Diligence. AgeX shall diligently proceed with the Research, Development, Manufacture, sale and use of AgeX Products in order
to make them readily available to the general public as soon as possible on commercially reasonable terms. AgeX shall continue
active, diligent marketing efforts for one or more AgeX Products throughout the term of this Agreement (“Actively
Commercializing”).


 


ARTICLE
6. CONFIDENTIALITY


 


6.1       Confidentiality
Obligations. The parties agree that, for the Term and for [***] thereafter, each party will keep completely confidential and
will not publish, submit for publication or otherwise disclose, and will not use for any purpose except for the purposes contemplated
by this Agreement any Confidential Information of the other party.


 


6.2       Authorized
Disclosure. Each party may disclose Confidential Information of the other party to the extent that such disclosure is:


 


a)       made
in response to a valid order of a court of competent jurisdiction; provided, however, that such disclosing party will, to the
extent reasonably practicable, (i) first have given written notice to the other party and given such other party a reasonable
opportunity to take appropriate action and (ii) cooperate with such other party as necessary to obtain an appropriate protective
order or other protective remedy or treatment; provided, further, that in each case, the Confidential Information disclosed in
response to such court or governmental order will be limited to that information which is legally required to be disclosed in
response to such court or governmental order, as determined in good faith by counsel to the party that is obligated to disclose
Confidential Information pursuant to such order;


 


b)       the
party making the disclosure determines in good faith that the Confidential Information is required to be disclosed by any applicable
law, rule, or regulation (including, without limitation, the U.S. federal securities laws and the rules and regulations promulgated
thereunder) or the requirements of any stock exchange to which the party is subject;


 


c)       made
by such party, in connection with the performance of this Agreement, to such party’s Affiliates, licensees or sublicensees,
directors, officers, employees, consultants, representatives or agents, or to other Third Parties, in each case on a need to know
basis and solely to use such information for business purposes relevant to and permitted by this Agreement, and provided that
(i) each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure
obligations no less than substantially as restrictive as those set forth in this Agreement or in the case of directors and officers
has a fiduciary duty to the party and has been advised of the party’s obligations with respect to use and non-disclosure
of Confidential Information; and (ii) the party making such disclosure shall be liable for such Third Parties’ compliance
with such obligations; or


 


d)       made
by such party to existing or potential acquirers, existing or potential collaborators, licensees, licensors, sublicensees, investment
bankers, accountants, attorneys, existing or potential investors, merger candidates, partners, venture capital firms or other
financial institutions for use of such information for business purposes relevant to this Agreement or for due diligence in connection
with the financing, licensing or acquisition of such party (or such party’s acquisition of, or merger with, a Third Party),
and provided that (i) each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use
and non-disclosure obligations (or in the case of attorneys or accountants, an equivalent professional duty of confidentiality)
at least as restrictive as those set forth in this Agreement and (ii) the party making such disclosure shall be liable for such
Third Parties’ compliance with such obligations.


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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ARTICLE
7. QUARTERLY & ANNUAL REPORTS


 


7.1       Quarterly
Royalty Report. Within thirty (30) days after the first calendar quarter in which Net Sales first occur, and within
thirty (30) days after each calendar quarter thereafter, AgeX shall provide BioTime with a written report detailing all sales
and uses, if any, made of AgeX Products and AgeX Methods during the preceding calendar quarter, and detailing the amount of
Net Sales made during such quarter and calculating the royalties due pursuant to Sections 4.1  and 4.2  hereof. Each report
shall include at least the following:


 


a)       number
of AgeX Products manufactured, leased and sold by and/or for AgeX, its Affiliates;


 


b)       accounting
for all AgeX Methods used or sold by and/or for AgeX, its Affiliates;


 


c)       accounting
for Net Sales, noting the deductions applicable as provided in Section 1.32;


 


d)       minimum
royalties due under Section 4.2, if applicable;


 


e)       running
royalties due under Section 4.1;


 


f)       total
royalties due;


 


g)       the
amount spent on (i) Research for each AgeX Product and (ii) Development for each AgeX Product; and


 


h)       the
number of full-time equivalent employees working on AgeX Products and/or AgeX Methods.


 


Each
report shall be in substantially similar form as Exhibit F attached hereto. Each such report shall be signed by an officer of
AgeX (or the officer’s designee). With each such report submitted, AgeX shall pay to BioTime the royalties and fees due
and payable under this Agreement. If no royalties shall be due, AgeX shall so report. AgeX’s failure to submit a royalty
report in the form required above will constitute a breach of this Agreement. AgeX will continue to deliver such reports to BioTime
after the termination or expiration of this Agreement until such time as all AgeX Product(s) permitted to be sold after termination
have been sold or destroyed.


 


7.2       Progress
Report and Commercialization Plan. Commencing on the Effective Date, and on each January 1 and July 1 thereafter, until the
first occurrence of Net Sales and annually thereafter each January 1, AgeX shall submit to BioTime a written report covering AgeX’s
progress in (a) development and testing of all AgeX Products and AgeX Methods; (b) achieving the due diligence milestones specified
herein; and (c) preparing, filing, and obtaining of any approvals necessary for marketing the AgeX Products and AgeX Methods and
(d) plans for the upcoming year in commercializing the AgeX Product(s). Each report shall be in substantially similar form and
contain at least the information required by Exhibit G attached hereto and incorporated herein.


 




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7.3       Reporting
First Foreign Sales. In addition to the regular reports required by Sections 7.1  and 7.2, AgeX shall provide a written
report to BioTime of the date of first occurrence of Net Sales in each country within thirty (30) days of its
occurrence.


 


ARTICLE
8. PAYMENTS, RECORDS AND AUDITS


 


8.1       Payments.
AgeX shall pay all royalties accruing to BioTime in U.S. Dollars, without deduction of exchange, collection, wiring fees, bank
fees, or any other charges, within [***] following the calendar quarter in which Net Sales occur. All payments to BioTime will
be made in United States dollars by wire transfer or check payable to “BioTime, Inc.” and sent to:


 


BioTime,
Inc.


1010
Atlantic Avenue


Suite
102


Alameda,
California 94501


Attention:
Accounts Payable Email: AP@biotimeinc.com


 


8.2       Late
Payments. In the event any payments or other fees are not received by BioTime when due
hereunder, AgeX shall pay to BioTime interest charges at the rate of [***] on the
amount of such payments or fees that were not paid by the date due for the reporting period.


 


8.3       Foreign
Exchange. With respect to Net Sales invoiced in a currency other than U.S. dollars, such Net Sales will be converted
into the U.S. dollar equivalent using the average conversion rate existing in the United States (as reported in The Wall Street
Journal, New York edition) during the applicable calendar quarter. If The Wall Street Journal ceases to be published, then the
rate of exchange to be used shall be that reported in such other business publication of national circulation in the United States
on which the parties reasonably agree.


 


8.4       Blocked
Currency. In each country where the local currency is blocked and cannot be removed from the country, payments under
this Agreement arising from activities in that country for which AgeX, or an Affiliate thereof, does not receive payment in U.S.
currency, freely useable outside of such country, shall, notwithstanding anything to the contrary, be paid to BioTime in U.S.
Dollars


 


8.5       Records.
AgeX shall keep, and cause its Affiliates, to keep, complete, true and accurate records and books containing all particulars that
may be necessary for the purpose of showing the amounts payable to BioTime hereunder. Records and books shall be kept at AgeX’s
principle place of business or the principal place of business of the appropriate division of AgeX to which this Agreement relates.


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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8.6       Audit.
Said books and the supporting data shall be open at all reasonable times for five (5) years following the end of the calendar
year to which they pertain, to inspection by BioTime, or its agents, upon reasonable prior notice to AgeX, for the purpose of
verifying AgeX’s royalty statement or compliance in other respects with this Agreement. Such access will be available to
BioTime upon not less than ten (10) days written notice to AgeX, not more than once each calendar year of the Term for BioTime,
during normal business hours, and once a year for BioTime for three years after the expiration or termination of this Agreement.
Should such inspection lead to the discovery of a greater than [***], discrepancy in reporting to BioTime’s detriment, AgeX
agrees to pay the full cost of such inspection. Whenever AgeX has its books and records audited by an independent certified public
accountant, AgeX will, within fifteen (15) days of the conclusion of such audit, provide BioTime with a written statement, certified
by said auditor, setting forth the calculation of royalties due to BioTime over the time period audited as determined from the
books and records of AgeX.


 


ARTICLE
9. PATENT PROSECUTION, MAINTENANCE, AND DEFENSE


 


9.1       Prosecution,
Maintenance, and Defense. BioTime will, as between the parties, (i) use Commercially Reasonable Efforts to prosecute and maintain
the HyStem Patents and (ii) control all prosecution, filing, and defense of the HyStem Patents, provided that BioTime will use
Commercially Reasonable Efforts to provide AgeX copies of documents prepared by or received from patent counsel related to the
prosecution and/or maintenance of the HyStem Patents to AgeX for review and comment prior to filing to the extent practicable
under the circumstances.


 


9.2       Patent
Expenses. Fees and expenses for preparation, prosecution, maintenance and defense of the HyStem Patents primarily related
to the BioTime Exclusive Field will be paid [***]. Fees and expenses for preparation, prosecution, maintenance and defense of
the HyStem Licensed Patents primarily related to the AgeX Field will be paid [***]. To the extent a Licensed Patent is related
to both the BioTime and AgeX fields, the Parties agree to [***] associated with the prosecution and maintenance of the Licensed
Patent. Any recovery from the defense of the HyStem Patents in the AgeX Field will first reimburse each party its reasonable fees
and expenses in defending or enforcing a claim or counterclaim. The remainder of the recovery will then be divided reasonably
according to an allocation determined by the Parties after a good faith discussion.


 


9.3       AgeX
will be billed the reasonable, documented costs and fees and other charges incurred by BioTime, as provided in Section 9.2 with
respect to the preparation, prosecution, maintenance, and defense of the Patents. Payment by AgeX is due within thirty (30) days
of receipt of invoice from the selected patent attorney or from BioTime.


 


9.4       Patent
Challenge. In the event AgeX, or its Affiliate(s) challenges the validity, enforceability or scope of any of any HyStem Patent(s)
or claims thereof by legal or administrative action or proceeding or otherwise, or causes or enables any Third Party to undertake
such a challenge (a “Patent Challenge”):


 


(a)       BioTime
shall be entitled to terminate this Agreement on written notice to AgeX;


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	11



    	 



    

 


(b)       AgeX
shall provide [***] prior written notice of such Patent Challenge and provide BioTime all materials, information, opinions, and
analyses to be used to support such challenge;


 


(c)       AgeX
shall promptly reimburse all costs and expenses (including attorneys’ fees) incurred by or on behalf of BioTime with respect
to any defense against such Patent Challenge; and


 


(d)       all
amounts due or payable under ARTICLE 4 will be doubled with respect to any payments due or triggered during the pendency of any Patent
Challenge. If the outcome of such Patent Challenge is a determination against the party or parties making, causing, or enabling
such Patent Challenge (the “Challenging Party”), such payments shall remain at such doubled amount for the
remainder of the Term. If the outcome of such Patent Challenge is a determination in favor of the Challenging Party, AgeX will
have no right to recoup any amounts paid under this Agreement before or during the pendency of such Patent Challenge.


 


ARTICLE
10. PATENT MARKING


 


AgeX
shall permanently and legibly mark all AgeX Products made, used, sold, or otherwise disposed of by AgeX, any Affiliate thereof,
, or their containers, (i) in accordance with patent notice appropriate under Title 35, United States Code or any similar law
in any foreign jurisdiction and (ii) with any other notice of patent rights reasonably necessary, in any country where AgeX Products
are sold, to (a) enable HyStem Patents (to the extent, in each case, relating to AgeX Products) to be enforced to their full extent
or (ii) ensure the availability of all potential legal or equitable remedies with respect to any infringement of any HyStem Patents
(to the extent, in each case, relating to AgeX Products) by any Third Party.


 


ARTICLE
11. TERMINATION BY BIOTIME


 


11.1       AgeX
Violations. If AgeX should: (a) fail to deliver to BioTime any statement or report required hereunder when due; (b) fail to
make any payment at the time that the same should be due; (c) violate or fail to perform any covenant, condition, or undertaking
of this Agreement to be performed by it hereunder; (d) cease Actively Commercializing AgeX Product(s); or (e) file a bankruptcy
action, have a bankruptcy action against it, become Insolvent, enter into a composition with creditors, or have a receiver appointed
for it, then, in the case of (a), (b), (c), (d), or (e), BioTime may give written notice of such default to AgeX. If AgeX should
fail to cure such default within [***] of such notice, the rights, privileges, and license granted hereunder shall automatically
terminate.


 


11.2       Business
Failure. If AgeX shall cease to carry on its business with respect to the rights granted in this Agreement, this Agreement
shall terminate upon [***] written notice by BioTime.


 


11.3       Obligations
After Termination. No termination of this Agreement by BioTime shall relieve AgeX of its obligation to pay any monetary obligation
due or owing at the time of such termination and shall not impair any accrued right of BioTime. AgeX shall pay all attorneys’
fees and costs incurred by BioTime in enforcing any obligation of AgeX or accrued right of BioTime. ARTICLE 7, ARTICLE 8, ARTICLE
13, ARTICLE 19, ARTICLE 20, ARTICLE 21, ARTICLE 22, ARTICLE 23, ARTICLE 26, ARTICLE 27 and Sections 11.3, 11.4, 11.5, 14.2, and
14.3 shall survive any termination of this Agreement.


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	12



    	 



    

 


ARTICLE
12. TERMINATION BY AGEX


 


12.1       Voluntary
Termination. AgeX may terminate this Agreement, in whole or as to any specified patent, at any time and from time to time
without cause, by giving written notice thereof to BioTime. Such termination shall be [***] after such notice and all AgeX’s
rights associated therewith shall cease as of that date


 


12.2       Obligations
After Termination. Any termination pursuant to Section 12.1  shall not relieve AgeX of any obligation or liability
accrued hereunder prior to such termination, or rescind or give rise to any right to rescind any payments made or other
consideration given to BioTime hereunder prior to the time such termination becomes effective. Such termination shall not
affect in any manner any rights of BioTime arising under this Agreement prior to the date of such termination.


 


ARTICLE
13. DISPOSITION OF LICENSED PRODUCTS ON HAND


 


Upon
expiration or termination of this Agreement by either party, AgeX shall provide BioTime with a written inventory of all AgeX Products
in process of manufacture, in use or in stock. AgeX may dispose of any such AgeX Products within the [***] following such expiration
or termination, provided, however, that AgeX shall pay royalties and render reports to BioTime thereon in the manner specified
herein.


 


ARTICLE
14. WARRANTY BY BIOTIME


 


14.1       Right
to License. BioTime warrants that it has the lawful right to grant the license set forth in this Agreement.


 


14.2       EXCEPT
AS EXPRESSLY PROVIDED IN SECTION 14.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT BIOTIME HAS MADE ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL BIOTIME BE HELD RESPONSIBLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF AGEX’S, ITS AFFILIATES’
PRACTICE OF ANY TECHNOLOGY COVERED BY ANY HYSTEM PATENTS, EVEN IF BIOTIME IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.


 


14.3       Limitations.
Nothing in this Agreement shall be construed as:


 


a)       a
warranty or representation by BioTime as to the validity or scope of any HyStem Patents.


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	13



    	 



    

 


b)       a
warranty or representation by BioTime that anything made, used, sold or otherwise disposed of pursuant to any license granted
under this Agreement is or will be free from infringement of intellectual property rights of third parties.


 


c)       an
obligation by BioTime to bring or prosecute actions or suits against third parties for patent infringement, except as may expressly
be provided in ARTICLE 15 hereof.


 


d)       conferring
by implication, estoppel or otherwise any license or rights under any patents of BioTime other than HyStem Patents.


 


ARTICLE
15. INFRINGEMENT


 


15.1       Knowledge
of Infringement. If either party learns of a claim of infringement of or by any HyStem Patents with respect to the rights
licensed to AgeX under this Agreement, that party shall give written notice of such claim to the other party. BioTime shall, as
between the parties, have the sole and exclusive right to prosecute or terminate such infringement or otherwise enforce the HyStem
Patents against any such infringer. AgeX may not bring suit for any infringement of the HyStem Patents without AgeX’s prior
written consent. No settlement, consent judgment or other voluntary final disposition of any suit with respect to any infringement
of any HyStem Patent may be entered into without the consent of BioTime.


 


15.2       Expense
and Proceeds from Legal Action. Any legal action concerning any infringement of the rights to HyStem Patents granted hereunder
shall be at the expense of the party by whom suit is filed, hereinafter referred to as the “Litigating Party”.
Any damages or costs recovered by the Litigating Party in connection with any such legal action filed by it hereunder, and remaining
under the Litigating Party is reimbursed for its costs and expenses reasonably incurred in the lawsuit, and after any royalties
or other payments due to BioTime under ARTICLE 4 are paid, shall be divided as follows: [***] of such damages or recoveries concerning
the infringement of rights granted to AgeX hereunder to AgeX, with BioTime retaining the remainder.


 


15.3       Cooperation
in Litigation Proceedings. AgeX and BioTime shall reasonably cooperate with each other in litigation proceedings instituted
hereunder, provided that such cooperation shall be at the expense of the Litigating Party, and such litigation shall be controlled
by the Litigating Party.


 


ARTICLE
16. INSURANCE


 


16.1       Insurance
Requirements. Beginning at the time any AgeX Product is being distributed, sold, or administered to humans (including, in
each case, for the purpose of obtaining any required regulatory approvals) by AgeX, or an Affiliate thereof, AgeX will, at its
sole cost and expense, procure and maintain commercial general liability insurance issued by an insurance carrier with an A.M.
Best rating of A or better in amounts not less than [***]. AgeX will have the Indemnitees named as additional insureds under such
insurance. All rights of subrogation will be waived against BioTime and its insurers. Such commercial general liability insurance
will provide (i) product liability coverage; (ii) broad form contractual liability coverage for AgeX’s indemnification under
this Agreement; and (iii) coverage for litigation costs. The specified minimum insurance amounts will not constitute a limitation
on AgeX’s obligation to indemnify the Indemnitees under this Agreement.


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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16.2       Evidence
of Insurance and Notice of Changes. AgeX will provide BioTime with written evidence of such insurance upon request of BioTime.
AgeX will provide BioTime with written notice of at least [***] prior to the cancellation, non-renewal, or material change in
such insurance.


 


16.3       Continuing
Insurance Obligations. AgeX will maintain such commercial general liability insurance beyond the expiration or termination
of this Agreement during (i) the period that any AgeX Product(s) developed pursuant to this Agreement is being commercially distributed
or sold by AgeX, any Affiliate thereof, or any agent of any of the foregoing; and (ii) for five (5) years after such period.


 


ARTICLE
17. WAIVER


 


No
waiver by either party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed
a waiver as to any subsequent and/or similar breach or default.


 


ARTICLE
18. ASSIGNABILITY


 




Neither this Agreement, nor any rights
or obligations hereunder, are assignable or otherwise transferable, in whole or in part (including by operation of law, merger,
or other business combination), by AgeX without the prior written consent of BioTime. The failure of AgeX to comply with the terms
of this paragraph shall be grounds for termination of the Agreement by BioTime under ARTICLE 11. Any permitted assignee of either
Party shall, as a condition to such assignment, assume all obligations of its assignor arising under this Agreement following such
assignment. Any purported assignment by a party of this Agreement, or any of such party’s rights or obligations hereunder,
in violation of this ARTICLE 18 shall be void. In the event of any assignment of this Agreement by a party requiring the other
party’s consent under this ARTICLE 18, the assigning Party shall pay the other Party [***] upon the consummation of such
assignment. In the event that written consent is provided by BioTime for the assignment of this Agreement in connection with (a)
a Change of Control of AgeX, (b) assignment of this Agreement by AgeX pursuant to this ARTICLE 18, or (c) any sale by AgeX of all
or substantially all of a portion of its assets or business constituting a particular AgeX Product line or business unit engaged
in the Research, Development or Commercialization of any AgeX Product, AgeX will pay BioTime a non-refundable fee of [***].


 







ARTICLE
19. INDEMNIFICATION; LIMITATION OF LIABILITY


 


19.1       Indemnity
by AgeX. AgeX shall indemnify, defend and hold harmless BioTime, its Affiliates (other than AgeX and AgeX’s subsidiaries),
and their respective officers, directors, employees and agents (each a “BioTime Indemnified Party”), from and against
any and all Claims arising from or occurring as a result of the death or injury of any person caused or resulting (or allegedly
caused or resulting) from the use of any AgeX Product.:


 


(a)       any
default by AgeX of its obligations under this Agreement;


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	15



    	 



    

 


(b)       any
breach by AgeX of any of its representations and warranties set forth in this Agreement; and


 


(c)       any
negligent act or omission of AgeX in connection with the performance of its obligations under this Agreement;


 


Notwithstanding
the foregoing, AgeX shall not be required to indemnify BioTime, its Affiliates, and their respective officers, directors, employees
and agents for any Claim to the extent such Claim are attributable to any of the matters as to which BioTime has an obligation
to indemnify AgeX or for which the negligence, willful misconduct, or violation of any law by any Person other than AgeX an AgeX
Indemnified Party contributed to the death or injury that is the subject of the Claim.


 


19.2       Indemnity
by BioTime. BioTime shall indemnify, defend and hold harmless AgeX, its subsidiaries and their respective officers, directors,
employees and agents, from and against any and all costs, claims, damages and expenses (including reasonable attorneys’
fees and other expenses of legal proceedings) (collectively, “Claims”), in connection with any and all suits,
actions, investigations, claims or demands of Third Parties arising from or occurring as a result of death or injury of any person
caused or resulting from the use of any BioTime Product. Notwithstanding the foregoing, BioTime shall not be required to indemnify
AgeX, its Affiliates, and their respective officers, directors, employees and agents for any Claims to the extent such Claims
are attributable to any of the matters as to which AgeX has an obligation to indemnify BioTime or for which AgeX’s negligence
or willful misconduct contributed to the Claim.


 


19.2       Indemnification
Procedures.


 


a)       Notice
of Claim. In the event of any claim, action or proceeding for which a Person is entitled to indemnity hereunder, the Person seeking
indemnity (“Claimant”) shall promptly notify the relevant Party (“Indemnitor”) of such matter
in writing, but in no event shall the Indemnitor be liable for any Claim that result from any delay in providing such notice.


 


b)Control
of Defense.As its option, Indemnitor may then assume responsibility for and shall have full control of such matter by giving
notice to Claimant within thirty (30) days after the Indemnitor’s receipt of notice from Claimant. The assumption of the
defense of a Claim by the Indemnitor shall not be construed as an acknowledgment that Indemnitor is liable to indemnify Claimant
in respect of the Third Party claim, nor shall it constitute a waiver by Indemnitor of any defenses it may assert against Claimant’s
claim for indemnification. Upon assuming the defense of a Third Party claim, Indemnitor may appoint as lead counsel in the defense
of the Claim any legal counsel selected by Indemnitor. In the event Indemnitor assumes the defense of a Third Party claim, Claimant
shall immediately deliver to Indemnitor all original notices and documents (including court papers) received by Claimant in connection
with the Third Party claim. Should Indemnitor assume the defense of a Third Party claim, except as provided below, Indemnitor
shall not be liable to Claimant for any legal expenses subsequently incurred by such Claimant in connection with the analysis,
defense or settlement of the Third Party claim. In the event that it is ultimately determined that Indemnitor is not obligated
to indemnify, defend or hold harmless Claimant from and against the Third Party claim, Claimant shall reimburse Indemnitor for
any and all costs and expenses (including attorneys’ fees and costs of suit) and any Third Party claims incurred by Indemnitor
in its defense of the Third Party claim. Without limiting the foregoing, any Claimant shall be entitled to participate in, but
not control, the defense of such Claim and to employ counsel of its choice for such purpose; provided, however,
that such employment shall be at Claimant’s own expense unless (a) the employment thereof has been specifically authorized
by Indemnitor in writing, (b) Indemnitor has failed to assume the defense and employ counsel in accordance with this Section 14.4.2
(in which case Claimant shall control the defense) or (c) the interests of Claimant and Indemnitor with respect to such Claim
are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable law, ethical rules
or equitable principles.


 




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c)       Settlement.
With respect to any Claim relating solely to the payment of money damages in connection with a Claim and that shall not result
in Claimant’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of Claimant in
any manner, and as to which Indemnitor shall have acknowledged in writing the obligation to indemnify Claimant hereunder, Indemnitor
shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Claim,
on such terms as Indemnitor, in its sole discretion, shall deem appropriate. With respect to all other Claim, where Indemnitor
has assumed the defense of the Claim in accordance with Section 9.4(b), Indemnitor shall have authority to consent to the entry
of any judgment, enter into any settlement or otherwise dispose of such Claim, provided it obtains the prior written consent
of Claimant (which consent shall not be unreasonably withheld or delayed). Indemnitor shall not be liable for any settlement or
other disposition of a Claim by Claimant that is reached without the written consent of Indemnitor. Regardless of whether Indemnitor
chooses to defend or prosecute any Third Party claim, no Claimant shall admit any liability with respect to or settle, compromise
or discharge, any Claim without the prior written consent of Indemnitor, such consent not to be unreasonably withheld or delayed.


 


d)       Cooperation.
Regardless of whether Indemnitor chooses to defend or prosecute any Third Party claim, Claimant shall cooperate in the defense
or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences,
discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall
include access during normal business hours afforded to Indemnitor to, and reasonable retention by Claimant of, records and information
that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis
to provide additional information and explanation of any material provided hereunder, and Indemnitor shall reimburse Claimant
for all its reasonable out-of-pocket expenses in connection therewith.


 


e)       Expenses.
Except as provided above, the costs and expenses, including fees and disbursements of counsel, incurred by Claimant in connection
with any claim shall be reimbursed on a calendar quarter basis by Indemnitor, without prejudice to Indemnitor’s right to
contest Claimant’s right to indemnification and subject to refund in the event Indemnitor is ultimately held not to be obligated
to indemnify Claimant.


 




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f)       The
provisions of ARTICLE 15 rather than this ARTICLE 19 shall apply with respect to Claims arising from or pertaining to the infringement of any patent
rights.


 


19.4       Limitation
of Liability. UNDER NO CIRCUMSTANCES SHALL A PARTY HERETO BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE
OR SPECIAL DAMAGES IN RESPECT OF PERFORMANCE OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT ALL AMOUNTS THAT AN INDEMNIFIED PERSON
IS REQUIRED TO PAY TO ANY THIRD PARTY AS THE RESULT OF A MATTER FOR WHICH SUCH INDEMNIFIED PERSON IS ENTITLED TO BE INDEMNIFIED
UNDER THIS ARTICLE SHALL BE CONSIDERED TO BE DIRECT DAMAGES WHICH ARE INDEMNIFIABLE HEREUNDER.


 


ARTICLE
20. NOTICES


 


Any
payment, notice or other communication required or permitted to be given to either party hereto shall be in writing and shall
be deemed to have been properly given and effective: (a) on the date of delivery if delivered in person during recipient’s
normal business hours; or (b) on the date of attempted delivery if delivered by courier, express mail service or first-class mail,
registered or certified. Such notice shall be sent or delivered to the respective addresses given below, or to such other address
as either party shall designate by written notice given to the other party as follows:


 


In
the case of AgeX:


 


AgeX
Therapeutics, Inc.


1010
Atlantic Avenue, Suite 102


Alameda,
CA 94501

Attention: Michael D. West, Ph.D., CEO

Email: mwest@biotimeinc.com


 


In
the case of BioTime:


 


BioTime,
Inc.


1010
Atlantic Avenue, Suite 102


Alameda,
CA 94501


Attention:
Aditya Mohanty, CO-CEO


Email:
amohanty@biotimeinc.com


 


and


 


BioTime,
Inc.


1010
Atlantic Avenue, Suite 102


Alameda,
CA 94501


Attention:
General Counsel


Email:
legal@biotimeinc.com


 




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ARTICLE
21. REGULATORY COMPLIANCE


 


21.1       Registration
of Agreement. When required by local/national law, AgeX shall register this Agreement, pay all costs and legal fees connected
therewith, and otherwise insure that the local/national laws affecting this Agreement are fully satisfied.


 


21.2       Compliance
With Law. AgeX shall comply, and shall ensure that its Affiliates comply, with all applicable laws, rules and regulations
in the exercise of its rights and performance of its obligations hereunder, including but not limited to all laws, rules, and
regulations concerning the export and/or management of technology or information. AgeX understands that the Arms Export Control
Act (“AECA”), including its implementing International Traffic In Arms Regulations (“ITAR”)
and the Export Administration Act (“EAA”), including its Export Administration Regulations (“EAR”),
are some (but not all) of the laws and regulations that comprise the U.S. export laws and regulations. AgeX further understands
that the U.S. export laws and regulations include (but are not limited to): (1) ITAR and EAR product/service/data-specific requirements;
(2) ITAR and EAR ultimate destination-specific requirements; (3) ITAR and EAR end user-specific requirements; (4) ITAR and EAR
end use-specific requirements; (5) Foreign Corrupt Practices Act; and (6) anti-boycott laws and regulations. AgeX will comply
with all then-current applicable export laws and regulations of the U.S. Government (and other applicable U.S. laws and regulations)
pertaining to the AgeX Product(s) (including any associated products, items, articles, computer software, media, services, technical
data, and other information). AgeX certifies that it will not, directly or indirectly, export (including any deemed export), nor
re-export (including any deemed re-export) the AgeX Product(s) (including any associated products, items, articles, computer software,
media, services, technical data, and other information) in violation of U.S. export laws and regulations or other applicable U.S.
laws and regulations.


 


ARTICLE
22. GOVERNING LAW


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to
any conflict of laws principles or rules.


 


ARTICLE
23. RELATIONSHIP OF PARTIES


 


In
assuming and performing the obligations of this Agreement, AgeX and BioTime are each acting as independent parties and neither
shall be considered or represent itself as a joint venture, partner, agent or employee of the other.


 


ARTICLE
24. USE OF NAMES


 


24.1       By
AgeX. AgeX may not use the name of BioTime in connection with any name, brand or trademark related to AgeX Products or AgeX
Methods without prior written consent.


 


24.2       By
BioTime. BioTime may not use AgeX’s name in connection with BioTime’s publicity related to their respective intellectual
property and commercialization achievements without prior written consent.


 




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ARTICLE
25. DISPUTE RESOLUTION


 


25.1       Good
Faith Discussions. In the event that any controversy or claim shall arise between the Parties under, out of, in connection with,
or relating to this Agreement or the breach thereof, the Party initiating such controversy or making such claim shall provide
to the other Party written notice containing a brief and concise statement of the initiating Party’s claims, together with
relevant facts supporting them. During a period of sixty (60) days, or such longer period as may be mutually agreed upon in writing
by the Parties, following the date of said notice, the Parties shall make good faith efforts to settle the dispute. Such efforts
may include, but shall not be limited to, full presentation of both Parties’ claims and responses, with or without the assistance
of counsel, before the chief executive officers (or their designees) of the Parties.


 


25.2       Arbitration.
In the event that the Parties have been unable to reach accord using the procedures set forth in Section 25.1  and only
if such is the case, either Party may seek final resolution of the matter through binding arbitration, and only through
binding arbitration. The failure of a Party to comply with the provisions of Section 25.2  with respect to any controversy or
claim shall constitute an absolute bar to the institution of any proceedings, by arbitration or otherwise, with respect to
such controversy or claim. Any such arbitration shall be held in San Francisco, California in the English language before a
panel of three (3) arbitrators in accordance with the then existing Rules of Arbitration of the American Arbitration
Association (the “AAA”) and judgment upon the award rendered by the arbitrators may be entered or enforced in any
court having jurisdiction thereof. In any arbitration proceeding hereunder, each Party shall select one arbitrator and
the arbitrators selected by the Parties shall then select a third arbitrator, who shall have at least fifteen (15)
years’ experience in pharmaceutical patent licensing. The arbitrators shall permit the Parties to have discovery to the
extent permitted by the rules of the AAA. The decision of the arbitrators shall be final and binding on the Parties and shall
be accompanied by a written opinion of the arbitrators explaining the arbitrators’ rationale for their decision.
The intent of the Parties is that except for the entering of an arbitration order in a court of competent jurisdiction,
disputes shall be resolved finally in arbitration as provided above, without appeal, and without recourse to litigation in
the courts.


 


25.3       Exceptions.
Notwithstanding the foregoing provisions of Sections 25.1  and 25.2, either Party may initiate an action before any court having
competent jurisdiction in order to obtain interim or conservatory relief, such as an order to preserve the status quo and to
avoid incurring irreparable harm pending the resolution of any dispute that is submitted to arbitration, to prevent or enjoin
a breach or threatened breach of confidentiality or to enforce provisions of this Agreement relating to ownership rights in
intellectual property without complying with the procedures set forth in Sections 25.1  and 25.2.


 


ARTICLE
26. GENERAL PROVISIONS


 


26.1       The
headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.


 




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26.2       This
Agreement shall not be binding upon the parties until it has been signed herein below by or on behalf of each party, and as of
the Effective Date.


 


26.3       No
amendment or modification of this Agreement shall be valid or binding upon the parties unless made in writing and signed by both
parties.


 


26.4       This
Agreement embodies the entire understanding of the parties, and supersede all previous communications, representations or understandings,
either oral or written, between the parties relating to the subject matter hereof; provided, that the rights of AgeX with respect
to ESI Patents are subject to that certain License Agreement between AgeX and ES Cell International Pte, and the rights of AgeX
with respect to PureStem Patents are subject to that certain License Agreement between AgeX and BioTime.


 


26.5       The
provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid
or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity
or enforceability of the remaining provisions hereof.


 


26.6       This
Agreement may be signed in counterparts, each of which when taken together shall constitute one fully executed document. Each
individual executing this Agreement on behalf of a legal Person does hereby represent and warrant to each other person so signing
that he or she has been duly authorized to execute this Agreement on behalf of such Person.


 


26.7       In
the event of any litigation, arbitration, judicial reference or other legal proceeding involving the parties to this Agreement
to enforce any provision of this Agreement, to enforce any remedy available upon default under this Agreement, or seeking a declaration
of the rights of either party under this Agreement, the prevailing party shall be entitled to recover from the other such attorneys’
fees and costs as may be reasonably incurred, including the costs of reasonable investigation, preparation and professional or
expert consultation incurred by reason of such litigation, arbitration, judicial reference, or other legal proceeding.


 


[Signature
page follows]


 




    	21



    	 



    

 


 


IN
WITNESS WHEREOF, BioTime and AgeX have executed this Agreement by their respective officers hereunto duly authorized, on the day
and year hereinafter written.


 


	AGEX THERAPEUTICS, INC.	 	BIOTIME, INC.
	 	 	 	 	 
	By	/s/
    Michael D. West	 	By	/s/
    Aditya P. Mohanty
	 	Michael
    D. West	 	 	Aditya
    P. Mohanty
	Title	Chief
    Executive Officer	 	Title	Co-Chief
    Executive Officer


 


[Signature
page to the BioTime AgeX HyStem License]


 




    	22



    	 



    

 


EXHIBIT
A


 


Brown
Fat/Vascular Patents


 


	Matter
    No.	 	Title	 	Status	 	Application
    No.	 	Patent
    No.	 	Country
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	23



    	 



    

 


EXHIBIT
B


 


ESI
Patents


 


	Matter
    No.	 	Title	 	Status	 	Application
    No.	 	Patent
    No.	 	Country
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	24



    	 



    

 


EXHIBIT
C


 


iTR
Patents


 


	Matter
    No.	 	Title	 	Status	 	Application
    No.	 	Patent
    No.	 	Country
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	25



    	 



    

 


EXHIBIT
D


 


PureStem
Patents


 


	Matter
    No.	 	Title	 	Status	 	Application
    No.	 	Patent
    No.	 	Country	 	Owner
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	26



    	 



    

 


EXHIBIT
E


 


HyStem
Patents


 


	Matter
    No.	 	Title	 	Status	 	Application
    No.	 	Patent
    No.	 	Country
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	27



    	 



    

 


EXHIBIT
F


 


Quarterly
Report


For


_____
(title) _____, U-_____


 


	Date:	 	 
	 	 	 
	Period
    Covered:	 	 
	 	 	 
	Royalties	 	 



 


	A.	Number
    of units sold:	 	 
	 	 	 	 
	B.	Price
    per unit:	 	 
	 	 	 	 
	C.	Gross
    sales amount (AxB)	 	 
	 	 	 	 
	D.	Deductions:	 	 
	 	Discounts
    allowed (case, trade, quantity)	 	 
	 	Taxes
    impose on sales (sales, use, etc.)	 	 
	 	Transportation
    charges (outbound or prepaid)	 	 
	 	Allowances
    (rejections and returns)	 	 
	 	 	 	 
	 	Total
    Deductions	 	 
	 	 	 	 
	E.	Net
    Sales (C-D)	 	 
	 	 	 	 
	F.	Total
    royalty due (___% of E)	 	 
	 	 	 	 
	G.	Total
    royalty payment made	 	 


 




    	28



    	 



    

 


EXHIBIT
G


 


Due
Diligence


For


_____
(title) _____, U-_____


 


	Date:	 	 
	Period
    Covered:	 	 


 


Progress
Regarding Specific Due Diligence Milestones:


	 
	 
	 
	 
	 
	 
	 
	 


 


	Projected Date of First Sale:	 	 




 


Please
provide the commercial name of any FDA-approved products, utilizing this invention, that have first reached the market during
the designated reporting period. This information is necessary for federal funding reporting requirements.


 


	Product
    Name(s):	 
	 	 
	 	 
	 	Yes	 	No	In
    the designated reporting period, did your company or any Sublicensee of the above referenced technology have 500 or more employees?
    This information is required to determine and report large or small entity status in the United States.
	 	 	 	 
	 	Yes	 	No	In
    the designated reporting period, did your company or any Sublicensee of the above referenced technology have more than 50
    employees? This information is required to determine and report large or small entity status in Canada.
	 	 	 	 


 




    	29